The following information was last updated on 12 September 2017.


Description of the business

For a description of the business, please visit About Us.


The names of the directors and biographical details

For the names of the directors and brief biographical details of each, please visit Board of Directors.


Share price live feed

Live feed of the SMS Plc Share Index – Provided by the London Stock Exchange Share Price


Documents and announcements

Please click here for access to all documents and announcements.

For news and other announcements including RNS, click here.


Directors’ Responsibilities

The Board has adopted its own Corporate Governance Code to facilitate and maintain an effective, transparent, entrepreneurial and prudent management structure that is focused on the long-term success of the Company. Our Corporate Governance Code is reflective of the values of the Company and is based on the underlying principal of good governance and accountability.

The Board conducts an annual review of the Company’s Corporate Governance Code to ensure it is reflective of, amongst other things; any recent legislative changes, the UK Corporate Governance Code, the recommendations of the Quoted Companies Alliance and the economic and social environment within which the Company operates.

A key element of the Company’s Corporate Governance strategy was the creation of the audit and remuneration committees which each fulfil an important role as an independent check and balance to the executive decision making process. Each of these committees are composed of, and chaired by, the independent non-executive directors of the Company.

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. The Audit Committee is chaired by Graeme Bisset and also comprises of Miriam Greenwood and Willie MacDiarmid.

The Remuneration Committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Guidelines and, where appropriate, the Corporate Governance Code guidelines. The Remuneration Committee comprises of Willie MacDiarmid, Miriam Greenwood (as Chairperson) and Graeme Bisset.

The Nomination Committee is chaired by Willie MacDiarmid and also comprises Alan Foy, Miriam Greenwood and Graeme Bisset. The Nomination Committee considers the selection and re-appointment of Directors. It identifies and nominates candidates to fill Board vacancies and regularly reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes.


Country of incorporation and main Country of operation

SMS Plc is registered in Scotland under Company Number SC24767 and has its registered office at 2nd Floor, 48 St Vincent Street, Glasgow, G2 5TS. SMS Plc’s main area of operations is the UK.


Major Shareholdings

SMS plc’ issued share capital is 90,148,590 ordinary shares of 1p each.

There are no restrictions on the transfer of the Company’s shares.

Old Mutual Global Investors (UK) Ltd 10.65%
River & Mercantile Asset Management 8.65%
Alan Foy 7.97%
Liontrust Asset Management  7.62%
Hargreave Hale  5.95%
Stephen Timoney 5.10%
Standard Life Investments  5.05%
Abdiel Capital Management LLC   5.031%
Legal & General Investment Management 4.58%
Schroders Investment Management 2.94%
Rathbones  2.84%

There are no other exchanges or trading platforms on which SMS Plc securities are trading.

SMS Plc is subject to the UK City Code on Takeovers and Mergers.

Copy of Nominated Advisor and Broker - Scotland
Cenkos Securities Plc
66 Hanover Street
Edinburgh
EH2 1EL

Nominated Advisor and Broker - England
Cenkos Securities Plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS

Auditors
Ernst & Young LLP
G1 Building
5 George Square
Glasgow
G2 1DY

Company Solicitor
CMS Cameron McKenna Nabarro Olswang LLP
1 West Regent Street
Glasgow
G2 1AP

Financial PR and Investor Relations
Kreab
90 Long Acre
London
WC2E 9RA

Registrars
Computershare Investor Services Plc
The Pavilions
Bridgewater Road
Bristol
BS99 6ZZ